Academy Award nominations for Art Direction, Dance Direction, Best Song and Best Picture.

TOP HAT is Astaire and Rogers' fourth RKO pairing and considered by many to be the best of the 10 films they made together for that studio. Who am I to disagree? It has endearing romance, wonderful music and lyrics composed by Irving Berlin, witty one-liners, beautiful sets and costumes and Hollywood's best dancing duo. Musicals rarely get this good. The plot, which centers on mistaken identity, isn't anything special, but the leads and their talented co-stars, Horton and Broderick, more than make up for any holes or silliness. You'll be humming for days afterwards, thanks to such classics as "Cheek to Cheek" and "Top Hat, White Ties, and Tails." I'm continually amazed that Berlin's music is still so popular and well-loved, even after all these years. There's a different, more serious spark between Astaire and Rogers in this film, definitely more adult than their relationship in FOLLOW THE FLEET.

The film opens with a meeting between dance stage star Jerry Travers (Astaire) and his friend and new producer Horace Hardwick (Horton). Jerry's presence in London is a secret and Horace intends to keep it that way until he debuts is Horace's new show. Of course, Jerry's habit of tap dancing whenever he's in the mood, doesn't help keep his location quiet. Dale Tremont (Rogers) happens to have the hotel room below Horace's and isn't very pleased when Jerry's dancing keeps her awake. She marches upstairs to ask him to demand his silence only to be charmed instead. Jerry is instantly smitten as well. The next morning he actively begins courting Dale by sending her flowers and following her around town. They spend their time trapped in a rainstorm dancing happily under the protection of a gazebo.

Dale's completely won over by this mystery man and postpones her visit to Lido, a small resort town near Venice, to see her friend Madge (Broderick), Horace's wife. Her benefactor, a Latin dress designer named Alberto Beddini (Rhodes) is heartbroken by this turn of events. Dale was supposed to wear his latest creations in Italy in order to make him famous. However, love soon turns to disgust when Dale is mistakingly told that Jerry is Horace. She's appalled that Madge's "husband" has been wooing her and decides to go to Lido after all. If only to warn Madge about her husband's wandering eye, among other body parts. Jerry is stunned by this sudden change of heart, but his dismay quickly turns to joy when Horace tells him that the woman Madge wanted him to meet is actually Dale. The show must go on and is an instant success. So much so, that Jerry orders Horace to bring him down to Lido for the weekend or there may not be many additional performances.

Once in Italy, the confusion over Jerry's true identity continues. Dale tries to teach him a lesson, but that doesn't seem to stop him either. Since Madge doesn't seem to mind Dale dating her "husband," Dale decides to let her heart go and dances the night away in the arms of her new lover. Jerry is thrilled as well, until he gets a second slap in the face for proposing marriage to Dale. Frustrated that she can't have the man she loves, Dale decides to at least marry one who loves creating clothes for her. Much craziness abounds when Dale finally discovers who Jerry really is and what a mistake she made by marrying Beddini. However, all is not what it seems, as is the case throughout this entire movie. In the end, the happy couple dances off into the night.

Not many films could survive on such a miniscule plot, but somehow TOP HAT is one that excels because of it. No one really cares how and why Fred and Ginger get together, just that they do...and that it be amusing, which in this case it is. Everything in this film is first class, from the beautiful costumes to the enormous art deco sets, to the toe-tapping musical numbers. Something magical happens when Astaire dances with Rogers that I've found doesn't usually translate to his other leading ladies. Maybe because she was his equal in the singing and dancing department, instead of merely the flavor of the month thrown into the plot to look pretty. Their dancing and their verbal sparring clearly show they respect each other, even while they're each trying to steal the show. Having talented supporting actors doesn't hurt either. Though Broderick and Horton are clever and funny, it's clear who the stars are in this one, so the story isn't diluted further by having any extraneous subplots. You get what you pay for with this picture. Exotic "locations", entrancing dance numbers and love at first argument  what more does a girl need?